EXHIBIT 10.3
PRODUCTION AGREEMENT
THIS PRODUCTION AGREEMENT ("Agreement") made by and between, MG Studios,
Inc., ("Producer"), and JB Toys, LLC and Raven Animation, Inc. two wholly owned
subsidiaries of Raven Moon Entertainment Inc. (the "Company") (collectively the
"Parties").
WHEREAS, the Company desires to develop and market products and services offered
from time to time by the Company, ("Products and Services"), to potential
customers of the Products and Services; and WHEREAS, the Producer is, among
other things, an experienced director, editor, animator, graphics designer,
sound designer, photographer, writer, storyboard consultant, video, CD and DVD
duplicator, soundstage and production services consultant, television and audio
production technician; and WHEREAS, the Company desires to utilize the services
of the Producer to promote and develop a market for the Company's Products and
Services; and NOW THEREFORE, in consideration of the premises and mutual
covenants set forth in this Agreement, the Parties hereby agree as follows:
19. Scope of Services. The Company hereby retains the Producer to assist
the company as director, editor, animator, graphics designer, sound
designer, photographer, writer, storyboard consultant, video, CD and
DVD duplicator, soundstage and production services consultant,
television and audio production technician on an as needed basis for
promotion and production to the Company's Products and Services. The
Producer will assist the company with its promotion and marketing
operations, public relations and publicity matters, television
production, music production and live concert and promotional
appearances at conventions and out of town meetings, print ads,
television and radio commercials, billboards, astro-vision and
jumbo-tron screen advertising, and public service announcements for
broadcast on television and radio, and music promotion. The Producer
will promote the Company's Products and Services to the general public
and assist in the licensing and merchandising of the Company's
designs, logos, characters and music at the discretion of the CEO of
the Company.
20. Term, Contingency and Effective Date.
A. The Term of this Agreement is One (1) year and is subject to the
termination provisions of this Agreement.
B. This entire Agreement and the effective date of this Agreement
are contingent upon SEC approval of the Company's S3 plan and the
mutual termination of any other Production Agreements between the
Parties.
C. The Effective Date of this Agreement shall be the 1st day of the
first full month following SEC approval of the Company's S3 plan
and the mutual termination of any other Production Agreements
between the Parties.
D. Notwithstanding the foregoing, the Parties agree that the Company
shall be entitled to terminate this Agreement for any reason at
its sole discretion upon five (5) business days written notice,
which written notice shall be effective upon mailing by first
class mail or hand delivery accompanied by facsimile transmission
or email to the Producer at the address and telecopier number
last provided by the Producer to the Company. Termination, with
or without cause shall be determined solely and exclusively by
the Company for non-performance, conflicts of interest, a
violation of any rule or regulation of any regulatory agency, the
unlicensed practice of law or any other licensed professional
service, and other neglect, act or omission detrimental to the
Company or the Company's business, material breach of this
Agreement or any unauthorized disclosure of any of the secrets or
confidential information of the Company, dishonesty, morals or
any other reason including non-cause and determined exclusively
by the CEO of the Company.
3. Compensation.
3.1 The Company agrees to register Six Billion Seven Hundred Million
(6,700,000,000) shares of restricted stock of Raven Moon
Entertainment, Inc., ("RVNM"), in the name of MG Studios, Inc. in an
S3 Registration within Thirty (30) days of the acceptance of the S3 by
the SEC. The Company shall hold the restricted shares in an escrow
account until such time as they are due the Producer under the terms
of this Agreement.
3.2 As compensation for the Producer's services enumerated herein,
Producer shall be entitled to receive Four Hundred Fifty-Eight
Thousand Three Hundred and Thirty-Three Dollars and Thirty Three Cents
($458,333.33) per month worth of free trading shares of RVNM delivered
from the escrow account. Monthly payments are due on or before the
first business day of each month. If payment is made in RVNM stock,
the Producer shall be entitled to receive the RVNM stock based on a
Twenty-Five Percent (25%) discount from the closing per share "bid"
price on the last trading day prior to the day the Company issues the
shares.
3.3 Options. The Producer shall have the right to purchase One Hundred
Thousand Dollars ($100,000) per month worth of RVNM restricted stock
at a Fifty Percent (50%) discount from the closing per share "bid"
price on the last trading day prior to the day the Producer exercises
its Option. Should the Producer exercise the Option described herein,
the Company shall deliver the shares to the Producer from the escrow
account upon receipt of a check from the Producer The Option shall
expire after twelve (12) months. All options will be registered in the
S3 registration.
4. Confidentiality. The Producer covenants that all information concerning
the Company, including proprietary information, which it obtains as a result of
the services rendered pursuant to this Agreement shall be kept confidential and
shall not be used by the Producer except for the direct benefit of the Company
nor shall the confidential information be disclosed by the Producer to any third
party without the prior written approval of the Company, provided, however, that
the Producer shall not be obligated to treat as confidential, or return to the
Company copies of any confidential information that (i) was publicly known at
the time of disclosure to Producer, (ii) becomes publicly known or available
thereafter other than by any means in violation of this Agreement or any other
duty owed to the Company by the Producer, or (iii) is lawfully disclosed to the
Producer by a third party.
5. Independent Contractor. The Producer and the Company hereby acknowledge
that the Producer is an independent contractor. The Producer agrees not to hold
himself out as, nor shall he take any action from which others might reasonably
infer that the Producer is a partner or agent of, or a joint venturer with the
Company. In addition, the Producer shall take no action, which, to the knowledge
of the Producer, binds, or purports to bind, the Company to any contract or
agreement.
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6. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire agreement
between the Parties, and may not be waived, amended, modified or
supplemented except by agreement in writing signed by the Party against
whom enforcement of any waiver, amendment, modification or supplement is
sought. Waiver of or failure to exercise any rights provided by this
Agreement in any respect shall not be deemed a waiver of any further or
future rights.
(b) Governing Law. This Agreement shall be construed under the laws of
the State of Florida, and the Parties agree that the exclusive jurisdiction
for any litigation or arbitration arising from this Agreement shall be in
Orlando, FL.
(c) Successors and Assigns. This Agreement shall be binding upon the
Parties, their successors and assigns, provided, however, that the Producer
shall not permit any other person or entity to assume these obligations
hereunder without the prior written approval of the Company.
(d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which when
taken together shall constitute one agreement.
(e) Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were excluded and shall be enforceable in
accordance with its terms.
(Signature Page Follows)
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IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below.
Date: February 16, 2005 PRODUCER:
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/s/ Xxxx Giblilisco
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Xxxx Xxxxxxxxx
Address for Notices:
0000 Xxxx Xxxx Xxxx #000
Xxxxxxxx, Xxxxxxx 00000
COMPANY:
JB Toys, LLC & Raven Animation, Inc.
two wholly owned subsidiaries of
Raven Moon Entertainment Inc.
By: /s/ Xxxx XxXxxxxxxxx
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Xxxx XxXxxxxxxxx, CEO
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